Crawford United Corporation Agreement

CONTRACT FOR THE SALE AND PURCHASE OF STOCK

THIS DAY this Agreement is entered into by and between and hereinafter referred to as "Sellers", and , a Mississippi corporation, hereinafter referred to as "Purchaser", said Agreement to be on the terms and conditions and for the purposes hereinafter set forth, to-wit:

1. For and in consideration of Ten Dollars ($10.00) and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the undersigned Sellers do hereby convey unto Purchaser all of their right, title and interest in and to all shares of stock owned by them in , a Mississippi corporation, hereinafter referred to as "The Corporation". Sellers do hereby covenant and agree to execute upon request any endorsement, assignment or bill of sale as may be required by Purchaser in order to transfer said stock on the books of the corporation from Sellers to Purchaser. Sellers represent and warrant that they are the sole shareholders of the corporation and that they each own Five Hundred (500) shares that are fully assignable, not subject to prior pledge and free and clear of all liens or encumbrances and evidenced by the following certificates:

(a) Certificate No. 1 - , dated , Five Hundred (500) shares.

(b) Certificate No. 2 - , dated , Five Hundred (500) shares.

2. In consideration of the conveyance of said stock, Purchaser does hereby agree to assume all indebtedness of the corporation including, but not limited to, the following:

(a) That certain Promissory Note to Bank, Jackson, Mississippi, dated , in the original principal amount of Dollars ($ ), with an outstanding principal balance as of , in the amount of Dollars ($ );

(b) That certain Promissory Note to Bank, Jackson, Mississippi, dated , in the original principal amount of Dollars ($ ), with an outstanding principal balance as of , in the amount of Dollars ($ );

3. Upon execution of this Agreement, Purchaser has deposited with , Attorney at Law, Escrow Agent, earnest money in the amount of Dollars ($ ). Escrow Agent shall immediately apply all earnest money as follows:

Seller shall provide Purchaser with receipts evidencing disbursement of said earnest money and pay said earnest money to accounts payable as listed:

(a) Dollars ($ ) ( Bank, , Mississippi; Note No. );

(b) Dollars ($ ) ( Bank, , Mississippi; Note No. );

(c) Dollars ($ ) ( Bank, , Mississippi; Note No. ).

Said receipts shall be furnished within fifteen (15) days after the date hereof.

4. Purchaser agrees that the indebtedness set forth in Paragraph 2 above to Bank shall be satisfied in a timely manner. Purchaser shall satisfy said indebtedness within five (5) years and shall reduce the balance each year by not less than twenty percent (20%) of the balance presently existing plus all interest. Sellers agree that their existing personal guaranties of said note shall continue provided said indebtedness is reduced as aforesaid. Sellers will execute such renewals thereof as may be required by bank.

5. Purchaser agrees that the indebtedness set forth in Paragraph 2 above to Bank shall be satisfied in a timely manner. Purchaser shall satisfy said indebtedness within ten (10) years and shall reduce the balance each year by not less than ten percent (10%) of the balance presently existing plus all interest. Sellers agree that their existing personal guaranties of said note shall continue provided said indebtedness is reduced as aforesaid. Sellers will execute such renewals thereof as may be required by bank.

6. Purchaser agrees that, upon the sale or liquidation of any of the assets of the corporation while there still exists the obligations to Bank and Bank as provided in Paragraph 2 above, all proceeds of said sale or disposition of any assets shall be applied toward the principal due on said indebtednesses.

7. In the event Purchaser fails to make any payment due to said banks and said default shall continue for a period of ninety (90) days, Sellers shall be entitled to a return of said stock and ownership in the corporation as more particularly set forth below.

8. Sellers and Purchaser agree to enter into an Escrow Agreement whereby all issued and outstanding stock certificates shall be deposited with Escrow Agent, and held by him until (a) all the indebtedness to Bank and Bank have been paid in full; (b) Sellers are fully released from all indebtedness to said banks; and (c) there is no default in any of the terms and conditions of this Agreement, whereupon Escrow Agent shall be authorized to deliver said stock to Purchaser. Likewise, in the event of default by Purchaser, Escrow Agent shall be authorized to deliver said stock to Sellers. During the term of the Escrow Agreement, Purchaser shall be entitled to vote the shares of the corporation as necessary for the ongoing conduct of business. However, said shares shall not be voted in favor of a sale of the assets of the corporation or in favor of a mortgage or pledge of said assets without the written consent of Sellers.

9. Purchaser may at any time during the term hereof assign this Contract and its benefits to any person, or corporation, including, but not limited to, or .

10. Sellers do hereby cancel and satisfy all indebtedness owed by the corporation to them.

11. Sellers do hereby agree to indemnify, defend and hold harmless Purchaser from any and all claims, liabilities, causes of action or demands made against the corporation arising out of any event occurring prior to the execution of this Contract. Purchaser agrees to indemnify, defend and hold harmless Sellers from any and all such claims, liabilities, demands and causes of action which may be made upon the corporation or Sellers arising out of any event occurring after the execution of this Contract.

12. This Contract shall be binding upon and to the benefit of the heirs, administrators, executors and assigns of the parties hereto.

13. This Agreement contains the entire agreement of the parties and there are no other understandings, Contracts or covenants between the parties not contained herein. This Contract may not be modified or amended except in writing in substantially the same form hereof.

14. This Contract is this date entered into in duplicate original, either which may serve as the original. In the event of default in any of the terms and conditions in this Agreement, the defaulting party agrees to pay the reasonable attorney's fees and costs incurred in enforcing the terms of this Agreement.

WITNESS THE SIGNATURES of the parties this the day of .

STATE OF MISSISSIPPI

COUNTY OF RANKIN

PERSONALLY came and appeared before me, the undersigned in and for the jurisdiction aforesaid, the within named in the above and foregoing instrument of writing, who acknowledged to me that he signed and delivered the above foregoing instrument of writing on the day and in the year and for the purposes therein mentioned.

GIVEN under my hand and official seal of office on this the day of , 19 .

NOTARY PUBLIC

My Commission Expires:

STATE OF MISSISSIPPI

COUNTY OF

PERSONALLY came and appeared before me, the undersigned in and for the jurisdiction aforesaid, the within named in the above and foregoing instrument of writing, who acknowledged to me that he signed and delivered the above foregoing instrument of writing on the day and in the year and for the purposes therein mentioned.

GIVEN under my hand and official seal of office on this the day of , 19 .

NOTARY PUBLIC

My Commission Expires:

STATE OF MISSISSIPPI

COUNTY OF

PERSONALLY appeared before me, the undersigned authority in and for the county and state aforesaid, the within named , who acknowledged to me that he is President of and who acknowledged that he signed and delivered the above and foregoing instrument on the date and year therein mentioned, for and on behalf of said corporation after first having been duly authorized so to do.

GIVEN under my hand and official seal, this the day of , 19 .

NOTARY PUBLIC

My Commission Expires: